Concentrix Corporation (NasdaqGS:CNXC) entered into a binding put option letter agreement to acquire Webhelp SAS from Groupe Bruxelles Lambert SA (ENXTBR:GBLB), Marnix Luxembourg S.à R.l. and management of Webhelp for ?4.5 billion on March 29, 2023. As of June 12, 2023, the parties has entered into Share Purchase and Contribution Agreement. The consideration comprises of ?500 million of cash payment, issuance of 14.9 million shares of Concentrix, ?700 million note payable in two years and a right to earn an additional 0.75 million shares of Concentrix if the Concentrix share price reaches $170.00 per share within seven years from the closing of the transaction. Additionally, Webhelp?s targeted net debt of approximately ?1.55 billion will be refinanced when the transaction closes. In connection with the pending combination, Concentrix entered into a debt commitment letter (the ?Commitment Letter?), dated as of March 29, 2023, with JPMorgan Chase Bank, N.A., pursuant to which JPMorgan has committed to provide a 364-day bridge loan facility in an aggregate principal amount of $5.29 billion (?4.9 billion) (the ?Bridge Facility?), consisting of three tranches: (i) a $2.44 billion (?2.25 billion) tranche of term bridge loans, (ii) a $1.85 billion (?1.71 billion) tranche of term bridge loans and (iii) a $1.0 billion (?0.92 billion) tranche of revolving commitments (the ?Amendment Revolving Tranche?), each subject to the satisfaction of certain customary closing conditions including the consummation of the combination with Webhelp. The Bridge Facility is available to pay for a portion of the cash purchase price, directly or indirectly repay certain indebtedness of Webhelp. Following completion, Webhelp will merge with Concentrix. Upon closing of the transaction, Concentrix shareholders will own approximately 78% of the combined company with Webhelp shareholders owning approximately 22%. Chris Caldwell, President and CEO of Concentrix, will lead the combined organization. Olivier Duha, co-founder and CEO of Webhelp, will serve as Vice-Chairman of the board of directors, and will ensure the integration of the two groups alongside the CEO. The leadership team will consist of members of both the Concentrix and Webhelp leadership teams. The combined company will have a ten-member board, including two new board members that are expected to be Olivier Duha as Vice Chair of the Board and Nicolas Gheysens, as a representative of GBL. As of June 30, 2023, Webhelp SAS had revenue of ?1,321 million, total assets of ?4,492.1 million and earnings from continued operations ?1 million. As of July 4, 2023, CCI approves the merger.

The transaction is subject to customary closing conditions, including approval by Concentrix shareholders and regulatory approvals and expected to close by the end of the year. As of August 4, 2023, Concentrix shareholders voted to approve the proposed combination with Webhelp. As of September 13, 2023, the transaction has been approved unconditionally by the European Commission. The transaction remains subject to customary closing conditions, including regulatory approvals. As of September 15, 2023, the transaction has obtained all required regulatory approvals for its pending combination with Webhelp. The transaction is expected to close in the fourth quarter. As of September 15, 2023, the transaction is expected to close the transaction on or about September 25, 2023, subject to customary closing conditions. The combination enhances an already attractive financial profile through accretion to revenue growth, profitability, and non-GAAP diluted earnings per share (?EPS?). The transaction is expected to be accretive to non-GAAP EPS in the first full year, with double-digit accretion to non-GAAP EPS in the second full year. In case of termination Concentrix Corporation has to pay $110 million (?101.5 million) as a termination fee.

Alexander Crosthwaite, Christopher Drewry, Thomas Verity, Roderick Branch, Alexa Berlin, Jason Licht, Christopher Cronin, Max Hauser, Mathilde Saltiel, Jason Cruise, Britton Davis, Olivia Rauch-Ravisé, Nicholas DeNovio, Jennifer Van Driesen, Cindy Caillavet Sinclair, Matthias Rubner, Benjamin Rosemergy, Leah Segall, Damara Chambers, Jana Dammann de Chapto, Myria Saarinen and Carrie Girgenti of Latham & Watkins represented Webhelp in the transaction. Chelsea N. Darnell, Christina S. Shin, Sarkis Jebejian, Christina S. Shin, Sophia Hudson, Brittany Taylor and Julia Danforth, Rachel L. Lichman, Ian G. John, Thomas S. Wilson, Deal S. Shulman and Joseph Tootle of Kirkland acted as legal advisors to Webhelp?s majority shareholder Groupe Bruxelles Lambert on the deal, while Pillsbury is advising Concentrix. Altamoda, Goldman Sachs, Alvarez & Marsal, Sycomore Corporate Finance and Gide Loyrette Nouel advised Webhelp on the transaction. JPMorgan Chase & Co. (NYSE:JPM) acted as a financial advisor and provided the fairness opinion for $16 million (?14.8 million), and Innisfree M&A Inc. acted as an information agent for $45000 (?1641,539.5) to Concentrix Corporation. Simpson Thacher & Bartlett acted as a legal advisor to JPMorgan Chase & Co., who acted as financial advisor to Concentrix Corporation. Steven Vaz of Ashurst LLP acted as legal advisor to Concentrix Corporation (NasdaqGS:CNXC). Alexandra ROHMERT, Benoit Gomel, Francois Bosse-Cohic, Laurent HEPP and Vincent FORESTIER of CMS Francis Lefebvre Avocats acted as a legal advisor for Concentrix Corporation (NasdaqGS:CNXC).

Concentrix Corporation (NasdaqGS:CNXC) completed the acquisition of Webhelp SAS from Groupe Bruxelles Lambert SA (ENXTBR:GBLB), Marnix Luxembourg S.à R.l. and management of Webhelp on September 25, 2023.